Investor Presentation May 2017

STRONG MANAGEMENT TEAM

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DISCLAIMER

FORWARD-LOOKING INFORMATION Certain statements, other than statements of historical fact, contained in this presentation constitute "forward-looking information" within the meaning of certain securities laws, including the Securities Act(Ontario), and are based on expectations, estimates and projections as of the date on which the statements are made in this presentation. The words "plans", "expects", "projected", "estimated", "forecasts", "anticipates", "indicative", "intend", "guidance", "outlook", "potential", "prospects", "seek", "strategy", "targets" or "believes", or variations of such words and phrases or statements that certain future conditions, actions, events or results "will", "may", "could", "would", "should", "might" or "can", or negative versions thereof, "be taken", "occur", "continue" or "be achieved", and other similar expressions, identify statements containing forward-looking information. Statements of forward-looking information in this presentation include, without limitation, statements with respect to: the launching of new products, brands and entertainment properties; the Company's operating momentum, financial position, cash flows and financial performance; the Company's future growth, drivers for such growth, and the successful execution of its strategies for growth; and the seasonality of Gross Product Sales and forecasted organic Gross Product Sales and Adjusted EBITDA Margins.

Forward-looking statements are necessarily based upon management's perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made in this presentation, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect. In addition to any factors and assumptions set forth above in this presentation, the material factors and assumptions used to develop the forward-looking information include, but are not limited to: the ability of the Company to maintain its distribution capabilities; the Company's ability to continue to build and maintain strong, collaborative relationships; the Company's status as a preferred collaborator; the culture and business structure of the Company will support its growth; the ability to expand the Company's portfolio of owned branded intellectual property and successfully license it to third parties; the expanded use of advanced technology and robotics in the Company's products; the increased access of entertainment content on mobile platforms; fragmentation of the market creates acquisition opportunities; maintenance of the Company's relationships with its employees; and the continued involvement of the Company's founders and that the risk factors noted below, collectively, do not have a material impact on the Company.

By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Known and unknown risk factors, many of which are beyond the control of the Company, could cause actual results to differ materially from the forward-looking information in this presentation. Such risks and uncertainties include, without limitation, the factors discussed under "Risk Factors" in the Company's public filings. These risk factors are not intended to represent a complete list of the factors that could affect the Company and investors are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

NON-IFRS MEASURES In addition to using financial measures prescribed by IFRS, references are made in this presentation to ‘‘Adjusted EBITDA’’, ‘‘Adjusted Net Income’’, ‘‘EBITDA’’, ‘‘Free Cash Flow’’, ‘‘Gross Product Sales’’, ‘‘Sales Allowances’’ and ‘‘Total Gross Sales’’, which are non-IFRS financial measures. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. For further details on these non-IFRS financial measures, see “Non-IFRS Financial Measures” in the Company’s public filings.

CERTAIN OTHER MATTERS Any graphs, tables or other information demonstrating the historical performance of the Company or any other entity contained in this presentation are intended only to illustrate past performance of such entities and are not necessarily indicative of future performance of the Company or such entities. All financial disclosure in this presentation is in U.S. dollars, unless otherwise noted. Capitalized terms and abbreviations not otherwise defined herein have the meaning assigned to them in the Company’s public filings.

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Experienced and entrepreneurial management team

Strong financial performance and operating leverage driving attractive earnings growth

INVESTMENT HIGHLIGHTS

Leading global children’s entertainment company with significant scale and reach

Diversified portfolio of innovative toys, games, products, brands and entertainment properties

A proven and growing global entertainment property pipeline

Globally collaborative business model underpins performance record

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LEADING CHILDREN’S ENTERTAINMENT COMPANY

About Spin Master

• Founded in 1994 • Spin Master creates, designs, manufactures and

markets a diverse portfolio of innovative products, brands and entertainment properties

• Recognized as market leader in innovation • LTM Gross Product Sales of US$1,310 million(1) • 2012 – 2016 Gross Product Sales CAGR of 27% • LTM Adjusted EBITDA of US$212 million(1) • 19 global offices and sales in over 60 countries • Created new Outdoor Business Segment in 2016

following acquisition of Swimways(1)

Remote Control and Interactive Characters

23% Boys Action and High-Tech Construction

12%

Activities, Games & Puzzles

and Fun Furniture

27%

Pre-School and Girls

37%

(1) For the twelve months ended March 31, 2017 (2) Outdoor business segment established Q3 2016

Outdoor 1% (1)

2016 Gross Product Sales by Business Segment

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SIGNIFICANT SCALE AND GLOBAL REACH

Spin Master’s global scale is a valuable asset throughout the entire development cycle

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Asia Pacific 25%

Australasia, 2%

Eastern Europe, 6%

Latin America 9%

Middle East & Africa, 4%

North America, 30%

Western Europe, 24%

Middle East and Africa 13%

Eastern Europe 11%

Latin America 9%

Asia Pacific 6%

North America 4%

Global Traditional Toys and Games Sales by Region(1) (% of 2016(3) Global Toy Sales)

US$85.2B

Global Traditional Toys and Games Market Sales(1)

(US$ billions)

$67.8 $70.1 $72.3 $75.8 $80.4 $85.2

2011 2012 2013 2014 2015 2016*

Key Regions(1) (2013 to 2016(3) CAGR %)

Large and growing industry 70% of global sales outside

North America Many regions / segments

growing faster than industry

U.S. Key Categories(2) (2013 to 2016 CAGR %)

(1) Source: Euromonitor International; data provided in current (nominal) terms to include inflation, US$ 2015 exchange rates (2) Source: The NPD Group (3) 2016 Data is based on Euromonitor’s projection

32.5% of Spin Master’s 2016 Gross Product Sales are outside of North

America

Games & Puzzles 13%

Dolls (Collectibles) 8%

Outdoor & Sports Toys 7%

2016 Industry Growth Rates (2) UK : 6.3% Canada : 6% Germany : 5% Italy : 4.8% US: 4.7% France: 1%

GLOBAL TOYS AND GAMES MARKET

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• Children’s play and entertainment platforms are converging

• Focused on physical, entertainment and digital properties

• Technology advancements are enabling the cost-effective commercialization of next generation toys

• Properties/brands are increasingly extending across multiple platforms

Global Content Distribution

EVOLVING PLAY PATTERNS

Traditional Toys and Games

Smart Devices Technology Advancement

We want to be where kids are 8

OUR FOUR KEY GROWTH STRATEGIES

• Leverage competitive strengths to build a robust pipeline in all business segments

• Continue to focus on strategic brand building

• Continue to invest in advanced technology and entertainment licenses

• Expand capability and product offering in digital mobile gaming

• Capitalize on success of current entertainment properties

• Develop at least one new show per year

• Strategically relaunch properties to capitalize on value of owned content library

• Optimize international distribution network

• Strategically tailor product offering to local international markets

• Increase proportion of sales outside of North America to 40% in the medium term

• Fragmented industry with opportunities for consolidation

• Strong balance sheet with financial flexibility

INNOVATE ACROSS THE PORTFOLIO OF BRANDS AND BUSINESS SEGMENTS

DEVELOP EVERGREEN GLOBAL ENTERTAINMENT PROPERTIES

INCREASE SALES IN INTERNATIONAL DEVELOPING AND EMERGING MARKETS

LEVERAGE GLOBAL PLATFORM THROUGH STRATEGIC ACQUISITIONS

Spin Master continues to make significant progress in all four areas with increased focus on brand building

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36-MONTH BRAND INNOVATION PIPELINE

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Disciplined and Rigorous Planning Process

Processes

• 36-month forward looking revenue pipeline process

• Clear accountability and management for each GBU

• Monthly executive reviews

• Improved global, cross-functional forecasting process

• Pacing models for checks and balances to forecasts

• NPD/forecasting analytics to compare budgets and historical data

GLOBAL R&D NETWORK WITH CAPABILITIES DRIVING INNOVATION

• Global R&D operations and network of 3rd party collaborators

– 5 Strategically located internal R&D centres – Toronto, Los Angeles, Hong Kong, China, Tokyo

– Collaborative model that leverages external inventors and designers • Deep internal global talent pool driving innovation • History of introducing technology to revolutionize traditional toys

(1) Source: Toy Industry Association, Inc., calculated since 2005

Technology allows Spin Master to develop differentiated products, bring iconic characters to life and enhance consumer engagement

• Numerous toy and technology industry awards for innovation across

multiple categories – Recognized with 13 Toy of the Year nominations for “Innovative Toy

of the Year” (1) – more than any other competitor – Most recently, Hatchimals won the 2017 “Innovative Toy of the

Year” at the North American International Toy Fair in New York City

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INVENTORS

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Approx. 200 INVENTORS GLOBALLY

Approx. 3000 IDEAS/year

30-50 COMMERCIALIZED/year

ROYALTIES PAID ON NET SALES

(3-5%)

• Our model leverages global base of inventors

• Wide funnel drives rigorous process and efficient capital allocation to right products

• Collaborative inventor model supporting innovation

• Outsources and variabilizes part of our product development process

Continued innovation across the portfolio leading to sustainable growth

Activities, Games & Puzzles and

Fun Furniture

Remote Control and Interactive Characters

Boys Action and High-Tech

Construction

Pre-School and Girls

INNOVATE ACROSS THE PORTFOLIO OWNED IP

Outdoor

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Strong licenses support growth for 2017 and beyond

Activities, Games & Puzzles and

Fun Furniture

Remote Control and Interactive Characters

Boys Action and High-Tech

Construction

Pre-School and Girls

INNOVATE ACROSS THE PORTFOLIO LICENSED IP

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Proven and growing entertainment property pipeline • Ability to produce, develop

and monetize properties through product sales and licensing

• Produced five TV series with multiple seasons and over 400 cumulative episodes

• Significant library of properties • Multiple entertainment

properties currently on air globally

• Robust pipeline with a number of properties at various stages of development

DEVELOP EVERGREEN ENTERTAINMENT PROPERTIES

Owned properties provide ability to increase consumer engagement, extend product shelf life and improve margins

Strategies • Leverage current properties • At least 1 new property per year • Continue to build broadcast

relationships • Generate new L&M revenue streams

2018 and Beyond

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• Selectively add sales and marketing personnel in current International sales and marketing offices

• Open new company-owned sales and marketing offices in certain strategic markets

• Focus on increasing business with current distributors

• Build 3rd party distributor networks in markets where Spin Master does not have an established presence

Global Toy Industry(1)

INCREASE SALES IN DEVELOPED AND EMERGING INTERNATIONAL MARKETS

(1) Source: Euromonitor

International Growth Strategies Geographic Sales

Ability to increase International sales to 40% by leveraging Spin Master’s global platform

North America

30%

International 70% Int’l.

32.5%

North America 67.5%

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Well positioned with financial flexibility and deep industry relationships; proven ability to integrate acquisitions and drive value

LEVERAGE GLOBAL PLATFORM THROUGH STRATEGIC ACQUISTIONS

• Intellectual property / brands

• Opportunity to innovate

• Leverage global infrastructure

• New categories

• International market growth

• Ability to grow and expand margins

• Management continuity valued

• Must be able to grow what we buy

Acquisition Criteria

Spin Master will continue to seek strategic, accretive, favorably priced acquisitions that improve our growth profile

Proven Track Record

• 10 pre-IPO acquisitions

• 5 post-IPO acquisitions

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• Acquired May 2016 - Developers of digital mobile games for kids ages 2-9 with over 15 million active users • Strategy is to provide and end-to-end experience for kids - from digital to physical toys • Both brands are primed for toy development and merchandise licensing programs

RECENT STRATEGIC ACQUISITIONS

Penetration into Kids Mobile Digital Space

Diversification into Outdoor Category

• Acquired October 2015 - Leader in licensed and value channel games and puzzles in North America • Gives Spin Master #2 position in Games & Puzzles segment • Opportunity to scale internationally using Spin Master's global sales and distribution infrastructure

• Acquired August 2016 - A leading player in the Water and Outdoor Sports Category – currently one of the largest and fastest growing categories in the US toy industry (1)

• Opportunity to innovate and drive sales outside of the seasonality traditionally associated with toys • Spin Master created a fifth reporting business segment - Outdoor

Growth in fast-growing Games & Puzzles category

(1) Per NPD 18

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SPIN MASTER MONETIZATION OPTIONS

Revenue Stream

Selling to traditional & online retail

Channel

P H Y S I C A L G O O D S Toys & Games

C O N T E N T TV shows , Digital mobile apps, digital toys

C a n b e p r o p r i e t a r y o r l i c e n s e d I P

Selling to 3rd party distributor

Licensing to broadcasters

Selling mobile applications

Licensing proprietary IP to 3rd parties

$23

$66 $99

$120.1

$12 $14

2013 2014 2015 2016 Q1-2016 Q1-2017

$577

$812 $983

$1,255

$174 $229

2013 2014 2015 2016 Q1-2016 Q1-2017

$245 $356

$459

$597

$85 $113

2013 2014 2015 2016 Q1-2016 Q1-2017

$53

$112 $160

$206

$24 $31

2013 2014 2015 2016 Q1-2016 Q1-2017

Gross Product Sales (1)

2016 FINANCIAL HIGHLIGHTS

(1) Non-IFRS financial measures. Non-IFRS measures do not have any standardized meaning prescribed by International Financial Reporting Standards (“IFRS”) and are therefore unlikely to be comparable to similar measures presented by other issuers. Please refer to the section entitled “Non IFRS Financial Measures” in the Management Discussion and Analysis within the Company’s public filings for a discussion of the definition, components and uses of such non-IFRS measures, as well as a reconciliation of such non-IFRS measures to IFRS measures (where a comparable IFRS measure exists).

Adjusted EBITDA (1) Adjusted Net Income (1)

(US$ millions)

YoY Growth n/a 40.7% 21.0% 27.7% n/a 31.6%

(US$ millions)

Gross Margin (1)

(US$ millions)

(US$ millions)

YoY Growth n/a 46.3% 28.1% 30.0% n/a 32.9%

YoY Growth n/a 110.4% 43.6% 28.1% n/a 29.2% YoY

Growth n/a 190.8% 48.7% 21.8% n/a 16.7%

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2010

2016

More diversified and evolving portfolio leading to sustainable and predictable growth

DIVERSIFIED PORTFOLIO OF INNOVATIVE BRANDS AND PRODUCTS

Business Segment Gross Product Sales (US$ millions) All Other Products Bakugan / Zoobles

(1) This figure does not include: (i) the Cardinal portfolio of games and puzzles which is over 450 titles; and (ii) the EG Games portfolio of 21 game titles (2) Segment established August 2, 2016

Boys Action and High-Tech Construction

Remote Control and Interactive Characters

Pre-School and Girls

Activities, Games & Puzzles and Fun Furniture

Outdoor(2)

NPD SUPERCATEGORIES

Building Sets, Action Figures, Finger Vehicle Accessory (Sub-Class)

Vehicles, Youth & Electronic

Infant & Preschool, Dolls

Arts & Craft, Games/Puzzles, All Other Toys

Outdoor & Sports Toys

# of Product Lines 2010 2016

49

8 23

30 27(1)

10 17

1 6

21

0 34

2010

2016

$218 $268 $485 (53%)

$154 (12%)

$144 (16%)

$283 (22.5%)

2010

2016

$170 (18%)

$338 (27%)

2010

2016

$120 (13%)

$461 (37%)

$71 $49

2010

2016

N/A

$19 (1.5%)

2010

2016

$919

$1,255

$602 $317 107

Capital efficient model drives strong free cash flow Financial flexibility to exploit growth opportunities

STRONG FREE CASH FLOW AND FINANCIAL POSITION

(US$ millions)

As at 03/31/2017 12/31/2016 12/31/2015

Short-term Debt $143.7 $158.1 $3.4

Long-term Debt - - $46.9

Total Shareholders’ Equity $337.8 $325.7 $156.3

Cash $95.0 $99.4 $45.7

Net Debt $48.7 $58.7 $4.6

(1) Adjusted for the interest and income tax paid in 2016 with respect to Spin Master’s 2015 tax settlement with the Canada Revenue Agency (2) Before US$20.3 million one-time cash payment to settle equity participation arrangements at the time of the IPO and a US$16.7 million increase in investing activities

(excluding license, brand and business acquisitions) (3) FCF vs. EBITDA

Q1-2017 Q1-2016 2016 2015

Cash Flow from Operating Activities Before Working Capital Changes $21.4 $24.2 $161.0 $105.7

Less: Cash Flow from Investing Activities ($16.4) ($19.8) ($172.3) ($93.6)

Plus: Cash Used for Brand and Business Acquisitions - $12.0 $130.7 $55.0

Free Cash Flow $5.0 $16.4 $129.6(1) $87.5(2)

Conversion Ratio (3) 19.2% 75.8% 73.3% 80.2%

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CREATING SHAREHOLDER VALUE

Effective capital deployment will continue to drive strong shareholder returns

• Internal Investments Innovation Geographic expansion Entertainment Talent

• Strategic M&A

• Returns to Shareholders Near-term focus on capital growth

Spin Master is focused on consistent, effective and balanced capital deployment

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APPENDIX

Development

• Developed internally through rolling 36-month brand innovation pipeline

• Supported by inventors

• Utilizes interactive robotics technology to “hatch”

• Unique play pattern relies on child’s nurturing to hatch egg

• Extensive pre-marketing work with retailers

• Innovative global scale marketing (“Hatch Day”) made Hatchimals the most anticipated new toy of 2016

• New Hatchimals product launches in 2017 will bring further depth and innovation to the brand

A Global Phenomenon

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HISTORY OF SUCCESS IN INNOVATION

Case Study: Air Hogs brand Case Study: Zoomer brand

Spin Master's focus on innovation has established new business units and maintains a pipeline of creative new brand extensions

Cumulative Gross Product Sales of Air Hogs:

Over $1 billion

G2 Inventions presented Spin Master with a voice activated and sight responsive truck which evolved into a loveable pet dog

The Zoomer brand has won three

TOTYs in the last two years

Two British inventors brought to Spin Master a prototype flying vehicle which led to the development of Sky Shark

1998

HELIX X4

VECTRON

SKY STUNT

ZERO GRAVITY

SHARP SHOOTER

ZUPPIES

ZOOMER DINO

JURASSIC WORLD

CHOMPLINGZ

KITTY

Today 2013 Today

SKY SHARK

Zoomer Dog

REPOSITIONED FOR SUSTAINED GROWTH

CAGRs 10-Yr 2-Yr

Total Gross Product Sales 11% 24%

Strategic Initiatives to Position Spin Master for Growth • Founders refined roles and hired a Global President

• Reduced headcount by 35%

• Formed Global Business Units (GBUs) to focus resources

• Refocused European operations for profitable growth

• Redesigned the innovation pipeline, processes and accountability

• Redesigned global forecasting, processes and accountability

• Implemented improved processes and controls for better oversight and financial discipline

• Established stronger measurements and clear accountability for GBU performance at all levels of the organization

• Continued focus on organic growth through innovation and entertainment content development in addition to acquisitions

• Developed market leading capabilities in interactive, robotic toys

$337 $479 $472 $442

$602 $504

$409 $574

$812 $983

$1,255

$9

$212 $387

$317

$251

$71

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

All Other Products Bakugan and Zoobles

$684

$829 $919

$755

$480 $488

Proven long-term track record and strong base for future growth

$1 $338

US$ Millions

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Channels Intellectual Property Source

Pre-School & Girls

Remote Control & Interactive

Activities, Games, Puzzles & Fun Furniture

Boys Action & High-Tech Construction

Outdoor Main Distribution Channels

Physical Toy Proprietary IP - Paw Patrol - Little

Charmers - Chubby

Puppies - Brightlings - Rusty Rivets - Abby Hatcher

- Air Hogs line - Zoomer line - Hatchimals

line - Digi line

- Kinetic Sand - Bunchems - Cool brand - Etch-A-Sketch - 500+ games

and puzzles

- Meccano line - Spy Gear line - Meccanoids

line - Micronoids

line

- Swimways products

- Target - Wal-Mart - Toys “R” Us - Amazon

Physical Toy Third Party IP - Noddy - ZhuZhu Pets - Masha and the

Bear - Teletubbies - Powerpuff

Girls - Popples

- Star Trek - Star Wars - Batman vs.

Superman - DR1 Racing

- Build-a-bear workshop

- Licensed furniture

- Angry Birds - Secret Life of

Pets - Batman vs.

Superman

- Disney portfolio (Disney, Star Wars, Marvel)

Entertainment Media Content

Proprietary IP - Paw Patrol - Little

Charmers - Rusty Rivets - Abby Hatcher

- Rusty Rivets - Opportunities

for development

- Opportunities for development

- Bakugan - Opportunities

for development

- Opportunities for development

- Nickelodeon - Treehouse TV - Cartoon

Network - Nelvana

Digital Mobile Gaming

Proprietary IP - 38 mobile gaming applications administered through Toca Boca - 22 mobile gaming applications administered through Sago Mini

- App Store - Google Play - Microsoft - Kindle

PROPERTIES BY CHANNEL AND CATEGORY